General Release Agreement

GENERAL RELEASE AGREEMENT

This General Release Agreement ("Agreement") is entered into as of by and between Releasor: with an address at , and Releasee: with an address at .

RECITALS

WHEREAS, Releasor asserts that Releasor may have certain claims, demands, causes of action, or liabilities, whether known or unknown, arising out of or related to the matters described in the settlement discussions between the parties; and

WHEREAS, Releasee denies any liability or wrongdoing but desires to obtain a full and final release of all potential claims from Releasor in exchange for the consideration set forth below; and

WHEREAS, the parties wish to avoid the burden, expense and uncertainty of litigation and have reached an amicable resolution upon the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below:

"Claims" means any and all actions, causes of action, claims, demands, losses, liabilities, obligations, costs, expenses, and damages of every nature and description, whether in law or in equity, whether known or unknown, suspected or unsuspected, that Releasor ever had, now has or may have against Releasee arising out of the facts or circumstances described in the Recitals.

2. RELEASE

In consideration of the promises and consideration set forth in this Agreement, Releasor, on behalf of Releasor and Releasor's heirs, executors, administrators, agents, insurers, representatives, successors and assigns, does hereby fully, finally and forever release, remise, acquit and discharge Releasee and Releasee's past, present and future parents, subsidiaries, affiliates, officers, directors, employees, agents, insurers and assigns from any and all Claims arising on or before the Effective Date.

3. CONSIDERATION

As full and complete consideration for the release and covenants contained in this Agreement, Releasee agrees to provide the following to Releasor:

4. NO ADMISSION OF LIABILITY

The parties acknowledge and agree that this Agreement and the furnishing of the consideration described herein do not constitute an admission of liability or wrongdoing by Releasee, who expressly disclaims any liability. This Agreement is entered into solely to avoid the costs and uncertainties of litigation.

5. SCOPE OF RELEASE

The release herein is intended to be interpreted broadly and includes, without limitation, all claims arising under contract, tort, statute, regulation, common law, and equity, and includes claims for attorneys' fees, costs, interest and punitive or exemplary damages to the fullest extent permitted by law. Releasor expressly releases claims both known and unknown, contingent or absolute.

6. COVENANT NOT TO SUE

Releasor covenants and agrees that Releasor will not commence, maintain or assist any suit, action or proceeding against Releasee arising out of any Claim released by this Agreement. Any violation of this covenant shall entitle Releasee to recover reasonable attorneys' fees, costs and expenses incurred in defending any such action.

7. REPRESENTATIONS AND WARRANTIES

Releasor represents and warrants that Releasor has the full right, power and authority to enter into this Agreement and to execute the release contained herein; that Releasor is not a minor or under a legal disability; and that no other person or entity holds any interest in the Claims released by this Agreement that would impair the effectiveness of this release.

8. INDEMNIFICATION

Releasor agrees to indemnify, defend and hold harmless Releasee from and against any loss, liability, claim, demand, cost or expense (including reasonable attorneys' fees) arising out of Releasor's breach of any representation, warranty or covenant contained in this Agreement.

9. CONFIDENTIALITY

Except as may be required by law or as necessary to effectuate the terms of this Agreement, the parties agree to keep the terms and existence of this Agreement confidential and not to disclose them to any third party. This confidentiality obligation does not prohibit disclosure to attorneys, accountants, or as required in litigation where disclosure is compelled.

10. TAX MATTERS

Each party is solely responsible for its own tax reporting and tax liability arising from the consideration provided under this Agreement. Nothing in this Agreement constitutes tax advice. If any portion of the consideration is reported for tax purposes, the parties agree to cooperate in good faith regarding such reporting.

11. NOTICES

Any notice required or permitted under this Agreement shall be in writing and delivered by hand, certified mail (return receipt requested), or overnight courier to the addresses set forth below or to such other address as a party may designate by written notice in accordance with this section.

12. AMENDMENT AND WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom enforcement is sought. No waiver made in one instance shall be construed as a waiver of any other instance or of the same obligation at any other time.

13. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Facsimile or electronic copies of signatures shall be deemed originals for all purposes.

14. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles.

15. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, understandings and representations, whether written or oral.

16. SEVERABILITY

If any provision of this Agreement is held to be illegal, invalid or unenforceable in whole or in part, such provision shall be ineffective to the extent of such illegality, invalidity or unenforceability without affecting the remaining provisions hereof, which shall continue in full force and effect.

17. REPRESENTATION OF VOLUNTARY EXECUTION

Each party hereby acknowledges that it has read this Agreement, understands its terms, and has executed it knowingly and voluntarily and not in reliance upon any promises or representations other than those set forth herein.

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